The letter that Microsoft sent to Yahoo!'s Board of Directors

The letter that Microsoft sent to Yahoo!'s Board of Directors

    January 31, 2008


    Board of Directors
    Yahoo! Inc.
    701 First Avenue
    Sunnyvale, CA 94089
    Attention: Roy Bostock, Chairman
    Attention: Jerry Yang, Chief Executive Officer

    Dear Members of the Board:

I am writing on behalf of the Board of Directors of Microsoft to make a proposal for a business combination of Microsoft and Yahoo!. Under our proposal, Microsoft would acquire all of the outstanding shares of Yahoo! common stock for per share consideration of $31 based on Microsoft's closing share price on January 31, 2008, payable in the form of $31 in cash or 0.9509 of a share of Microsoft common stock.

Microsoft would provide each Yahoo! shareholder with the ability to choose whether to receive the consideration in cash or Microsoft common stock, subject to pro-ration so that in the aggregate one-half of the Yahoo! common shares will be exchanged for shares of Microsoft common stock and one-half of the Yahoo! common shares will be converted into the right to receive cash. Our proposal is not subject to any financing condition.

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